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I L L I N O I S S T A T E T O L L H I G H W A Y A U T H O R I T Y Illinois Illinois E-mail: Phone: (630) 241 (630) Phone: Chief ofFinance Deputy Cathy Williams E-mail: Phone: (630) 241 (630) Phone: Chief of Finance Colsch Michael [email protected] [email protected] Tollway 6800 x 4414 -6800 6800 x 4000 -6800 Illinois Other Other

Contacts Tollway Tollway

E-mail: Phone: (630) 241 (630) Phone: Counsel General David Goldberg E-mail: Phone: (630) 241 (630) Phone: Manager Debt Bill O’Connell Contacts

Attendees [email protected] [email protected]

6800 x 1500 -6800 1 6800 x 4472 -6800

Expected Near-Term Bond Issuance*

Estimated Transaction Summaries – 2015 Series A (Refunding) and 2015 Series B (New Money)

Issuer: Illinois State Toll Highway Authority

$350,000,000 (Series A) (Refunding) Par Amount*: $400,000,000 (Series B) (New Money) Refunding: Late April / Early May Pricing*: New Money: Late May / Early June

Closing*: Expected 4-5 weeks after pricing

Payable from and secured by a pledge of and lien on the Net Revenues of the Tollway System and Security: certain other funds as provided in the Indenture

Authority’s Current Ratings Listed Below; Ratings for Expected Issuances Not Yet Assigned Moody’s: Aa3 (Stable)** Current S&P: AA- (Stable) Ratings: Fitch: AA- (Stable)**

The Refunding Bonds will provide funds to advance refund the Authority’s $350,000,000 Toll Highway Senior Priority Revenue Bonds, 2008 Series B and pay related issuance costs ; and. Use of Proceeds: The New Money Bonds will finance a portion of the Move Illinois Capital Program, a deposit to the Debt Reserve and related issuance costs.

Refunding Bonds: Fixed rate senior lien maturing Jan 1, 2032 – 2033 Structure*: New Money Bonds: Fixed rate senior lien maturing Jan 1, 2027 – 2040

Tax Status: Federal Tax-Exempt; Not exempt from State of Illinois income taxes

The 2015A Bonds are subject to optional redemption at par plus accrued interest to the redemption Redemption: date prior to maturity *Preliminary, subject to change.

3 Tollway Overview and Strengths

Mission Statement: The Illinois Tollway is dedicated to providing and promoting a safe and efficient system of toll supported highways while ensuring the highest possible level of service to our customers

Strong Market  Essential road system with a strong economic and financial history serving metropolitan Chicago, one of Position & Senior the largest and most diverse regional economies in the United States Management  Experienced and proactive Board and management, providing strong governance and oversight

 Mature, growing traffic base with limited viable competing roads Robust Traffic  Strong revenue growth and stable toll transactions despite construction impacts and toll increases Performance  Demonstrated willingness to increase tolls  Even after recent increases, toll rates remain affordable and compare favorably with peers

 Conservative debt profile with relatively level debt service and final maturities limited to 25 years Solid Financials  Significant amount of cash on hand and Debt Service  Improved debt service coverage ratio under Move Illinois Program; the Authority’s Debt Management Coverage Guidelines target debt service coverage at 2x or greater  Strong legal protections and covenants for bondholders

 Exceptional Capital Strong record of delivering capital projects on time and within budget Improvement  Move Illinois Program (2012-2026) addresses system needs for long term Program  Multiple projects and 15-year timeframe of Move Illinois Program allow for flexibility with respect to Management scheduling and management

4 Overview of the Illinois Tollway System • The Tollway System is a multi-asset system that consists of 286 miles of interstate tollways throughout 12 counties in the greater Metropolitan Chicago Area • The Authority has the exclusive right to fix, adjust, revise, and collect tolls • Strategic Priorities: − Address system needs remaining after Congestion-Relief Program (“CRP”) (12-yr capital plan ending 2017) − Improve regional mobility and link economies across northern Illinois − Relieve congestion − Reduce pollution − Execute the Move Illinois Program (15-year capital plan scheduled from 2012 - 2026)

5 Current State of the Tollway System

• Since the Tollway System was first designed and constructed over 56 years ago, the 12-county service area economy, population, and traffic travel patterns have dramatically changed • The $5.7 billion CRP is 93% complete as of year-end 12/31/14 −Program expenditures totaled $5.3 billion from 2005-2014 −Approximately $425 million remaining costs through 2017 • Completed CRP projects include: −Conversion to open road tolling −Construction of a 12.5 mile extension of the Veterans Memorial Tollway (I-355) −Reconstructing, and for significant portions widening, about 115 miles on the South and North portions of the Tri-State Tollway and parts of the Ronald Reagan Memorial Tollway (I-88) −Resurfacing and rehabilitating portions of roadway across all four major routes • Post-CRP, additional needs remain for maintaining, reconstructing, and improving the existing system • As part of the Authority’s Move Illinois Program, large sections of the Tollway System are being rebuilt and modernized to preserve a state of good repair and accommodate the growing economy of the region

6 Move Illinois: The Illinois Tollway Driving the Future

• After completion of the 15-year, $12 billion capital program, Move Illinois: The Illinois Tollway Driving the Future, customers will have a largely rebuilt, state-of-the-art system and critical new regional projects that will improve mobility, relieve congestion, reduce pollution, create jobs and stimulate the economy. • The Program is estimated to cost approximately $12 billion, financed with $5 billion in bonds and the remainder with pay- as-you-go revenues − Existing System Needs: $8 billion − Future Projects: $4 billion • The Authority has a history of executing large capital improvement projects on schedule and within budget − Major portions of the CRP were completed while maintaining same number of lanes of traffic − CRP (93% complete) is currently tracking to be $5.7 billion; cost has gradually declined since its 2007 budget Taking Care of Existing System of $6.3 billion Jane Addams Memorial Tollway (I-90) − Allowed for strong revenue growth and stable Elgin O’Hare Western Access transactions despite construction impacts and toll I-294/I-57 Interchange increases Illinois Route 53 North Extension • Revenue growth is projected to be sufficient to fund the pay- Illiana Expressway as-you-go portion of the Move Illinois Program

7 Move Illinois: Addressing Expansion Needs and Priorities

Taking Care of Existing System Planning for Future Projects

 Projects totaling $8 billion are needed to maintain the existing  Illinois Route 53/120 Project System: IL Route 53/120 Blue Ribbon Advisory Council (“BRAC”) created to  Reconstructing the Jane Adams Memorial Tollway (I-90) from the develop environmentally sound roadway concept and assess Tri-State Tollway (I-294) near O’Hare to the I-39 Interchange in financial viability. BRAC Resolution and Summary Report completed Rockford and the central Tri-State Tollway from 95th St to in June 2012. Balmoral Ave and the Edens Spur (I-94) In October 2013 an IL Route 53/120 Finance Committee was formed  Preserving the Ronald Reagan Memorial Tollway (I-88) to review financial feasibility. On March 12, 2015, the Finance  Preserving the Veterans Memorial Tollway (I-355) Committee adopted recommendations for funding the Project.  Repairing roads, bridges and maintenance facilities Jane Addams Memorial Tollway (I-90) New Elgin O’Hare Western Access New I-294/I-57 Interchange

 Help drivers save up to 25 minutes on the  Reduce rush-hour traffic on local roads by  One of few places in the nation where two average trip from Elgin to the Kennedy 16% interstates crossed but did not connect Expressway  Projected to accommodate as many as  Accommodate three times as many 76,000 vehicles per day  Accommodate as many as 30,000 more vehicles per day versus local roads vehicles per day  Projected to save drivers $4 million  Save drivers 7 minutes on 11-mile trip from annually in fuel consumption  Allow for planning of short- and long-term western side of O’Hare to Lake Street  Increases economic development transit options, including express bus (Route 20) opportunities throughout the Chicago service  Better link between O’Hare and Southland surrounding communities / businesses to  Direct freight access to south suburbs facilitate economic growth

8 Projected Capital Spending

• Construction schedule demonstrates a measured approach to capital spending. • Multiple projects allow for flexibility in scheduling and management. • Schedule/amounts are subject to change.

1,600 20

18 1,400

16 1,200

14 Cumulative Total($ billion)

1,000 12

($ millions) ($ 800 10

8 600 Program Program

6 400

Annual 4

200 2

0 0 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 Move Illinois Program ($MM) Move Illinois & CRP - Cumulative ($BN)

9 Toll Rates by Vehicle Class

• The Authority maintains flexibility to raise toll rates and has demonstrated a willingness to do so to fund essential capital projects • The Authority has undertaken five major toll rate increases, the fifth went into effect on January 1, 2015 • After year 2017, commercial vehicle toll rates will increase annually based on the Consumer Price Index Historical Toll Rates by Vehicle Class (1959-Present)

Vehicle Class 2005 – 2011(1)(2)(3) 2012 – 2014(1)(2)(3) 2015(1)(2)(3) 2016(1)(2)(3) 2017(1)(2)(3) Pre- 1959- 1964- 1971- 1983- Non- Non- Non- Non- Non- Current Description Discounted Discounted Discounted Discounted Discounted 2005 1963 1970 1983 2004 Discounted Discounted Discounted Discounted Discounted Automobile, motorcycle, taxi, station wagon, 1 1 ambulance, single unit truck or tractor, two axles, $0.30 $0.35 $0.30 $0.40 $0.80 $0.40 $1.50 $0.75 $1.50 $0.75 $1.50 $0.75 $1.50 $0.75 four or less tires Single unit truck or tractor, buses, two axles, six 2 2 $0.40 $0.45 $0.30 $0.50 $1.50 $1.00 $1.50 $1.00 $2.10 $1.40 $2.25 $1.50 $2.40 $1.60 tires

3 3 Three axle trucks and buses $0.50 $0.50 $0.45 $0.75 $2.25 $1.75 $2.25 $1.75 $3.15 $2.45 $3.40 $2.65 $3.60 $2.80

3 4 Trucks with four axles $0.50 $0.60 $0.60 $1.00 $2.25 $1.75 $2.25 $1.75 $3.15 $2.45 $3.40 $2.65 $3.60 $2.80

3 7 Class 1 vehicle with one axle trailer $0.50 $0.50 $0.45 $0.60 $2.25 $1.75 $2.25 $1.75 $3.15 $2.45 $3.40 $2.65 $3.60 $2.80

3 8 Class 1 vehicle with two axle trailer $0.50 $0.60 $0.60 $0.80 $2.25 $1.75 $2.25 $1.75 $3.15 $2.45 $3.40 $2.65 $3.60 $2.80

4 5 Truck with five axles $0.50 $0.75 $0.75 $1.25 $4.00 $3.00 $4.00 $3.00 $5.60 $4.20 $6.00 $4.50 $6.40 $4.80

4 6 Truck with six axles $0.50 $0.90 $0.90 $1.50 $4.00 $3.00 $4.00 $3.00 $5.60 $4.20 $6.00 $4.50 $6.40 $4.80

Miscellaneous passenger car, special or unusual 4 9 $0.50 $0.90 $1.00 $1.40(4) $4.00 $3.00 $4.00 $3.00 $5.60 $4.20 $6.00 $4.50 $6.40 $4.80 vehicles not classified above

Miscellaneous commercial vehicle, special or 4 10 ------$1.75(4) $4.00 $3.00 $4.00 $3.00 $5.60 $4.20 $6.00 $4.50 $6.40 $4.80 unusual vehicles not classified above 1 The toll rates listed above are toll rates for half (11 of 22) of the mainline plazas on the existing Tollway System. Toll rates at the other 11 mainline plazas are higher by various amounts. A complete listing of toll rates at each Tollway System plaza may be found on the Authority’s website. Toll rates on the Elgin O’Hare corridor are currently expected to begin to go into effect in 2017, and are currently estimated to be significantly higher, on a per-mile basis, than toll rates on the existing Tollway System. 2Class 1 vehicles making payment via I-PASS are tolled at the discounted rate, and the non-discounted rate applies to cash forms of payment. 3Commercial vehicles (Classes 2-4) are tolled at a discounted rate during the overnight period of 10pm-6am whether paying by I-PASS or cash (the “Overnight Discount Rate”). Prior to January 1, 2009, commercial vehicles paying by I-PASS were tolled at the discounted rate for certain off-peak time periods (the “I-PASS Off-Peak Discount Rate”). This I-PASS Off-Peak Discount Rate expired on 12/31/2008. The Overnight Discount Rate continues. After year 2017, commercial vehicle toll rates will increase annually at approximately the rate of increase (if any) of the Consumer Price Index for All Urban Consumers. 4Class 9 rate was $0.20 per axle for automobiles and Class 10 rate was $0.25 per axle for trucks.

10 History of Strong Revenue Growth

• The Authority has experienced continued revenue growth and stable transactions despite construction impacts and toll increases

Illinois Tollway System-Wide Annual Transactions and Revenues

1,200,000 7 Total Transactions Total Revenue 8 5 9 11 1. System-wide rate adjustment 4 6 3 10 12 13 2. Veteran’s Memorial Tollway (I-355) opened 1,000,000 3. Deerfield Road Plaza Closed 4. Edens Spur Plaza Opened 5. Rockford Plaza Closed 6. System-wide rate adjustment 7. Belvedere and Marengo converted to one way tolling 2 8. Open road tolling (ORT) implemented at mainline toll plazas 800,000 1 9. South Extension of the Veteran’s Memorial Tollway (I-355) from I-55 through Will County to I-80 opened 10. New interchange on the Ronald Reagan Memorial Tollway (I-88) at Eola Road 11. New interchange on the Tri-State Tollway (I-294) at Balmoral Avenue 600,000 12. System-wide passenger car rate adjustment 13. 2014 revenue is unaudited and preliminary

400,000

# of Transactions and $ of Revenues in Thousands Revenues and $ of # of Transactions 200,000

-

Note: Revenues shown are collected Toll Revenues Source: Traffic Engineer

11 Low Toll Elasticity Demonstrates Essentiality of Roadways

• Despite toll increases, the relationship between toll rates and revenues/transactions has been relatively inelastic ― In January 2012, passenger car toll rates increased by 87% Traffic Engineer 2012 2012 Actual . The number of passenger car transactions decreased by only 4.2% Forecast from 2011 to 2012, which was less than forecasted Passenger Cars 5.9% Decline 4.2% Decline Commercial Vehicles 2.2% Increase 2.8% Increase . Passenger car toll revenue increased 73.9% from 2011 to 2012

• 87% of the Tollway’s transactions are generated by I-PASS users • Low elasticity for both passenger and commercial traffic on the Tollway System demonstrates the essentiality of its roadways • A breakdown of 2014 toll transactions and toll revenue by passenger cars and commercial vehicles follows

Toll Transaction Breakdown (2014) Toll Revenue Breakdown (2014) Commercial Vehicles 12.05% Commercial Vehicles 34.93%

Passenger Cars Passenger 65.07% Cars 87.95%

12 Toll Rate Peer Comparison

• Even after the January 1, 2012 passenger car toll increase, the Tollway System maintains one of the lowest per-mile passenger car toll rates among U.S. facilities

Toll Rate Peer Comparison

$ per mile $ per mile Toll Agency (State) Passenger Car 5-Axle Truck Toll Agency (State) Passenger Car 5-Axle Truck Adams Avenue Parkway, Inc (UT) $1.000 $2.500 North East Texas Regional Mobility Authority (TX) $0.152 $0.609 Skyway Concession Company (IL) $0.577 $3.231 Osceola County (FL) $0.141 $0.565 City of Chesapeake (VA) $0.375 $0.438 Central Florida Expressway Authority (FL) $0.137 $0.329 DBi Services (VA) $0.369 $0.710 Maryland Transportation Authority (MD) $0.119 $0.745 Northwest Parkway, LLC (CO) $0.368 $1.474 New Jersey Turnpike Authority (NJ) - New Jersey Turnpike $0.117 $0.385 Toll Road Investors Partnership II (VA) $0.364 $1.086 South Carolina Department of Transportation (SC) $0.110 $0.551 Transportation Corridor Agencies (CA) $0.336 $1.268 Pennsylvania Turnpike Commission (PA) $0.089 $0.466 Central Texas Regional Mobility Authority (TX) $0.302 $1.208 South Jersey Transportation Authority (NJ) $0.085 $0.341 E-470 Public Highway Authority (CO) $0.289 $1.157 Florida Turnpike Enterprise (FL) $0.079 $0.275 San Diego Association of Governments (CA) $0.275 $0.550 Virginia Department of Transportation (VA) $0.075 $0.150 Metropolitan Washington Airports Authority (VA) $0.261 $0.784 Mid-Bay Bridge Authority (FL) $0.067 $0.400 Cameron County Regional Mobility Authority (TX) $0.217 $0.870 Illinois State Toll Highway Authority (IL) $0.062 $0.441 Fort Bend County Toll Road Authority (TX) $0.213 $0.812 Maine Turnpike Authority (ME) $0.059 $0.237 Richmond Metropolitan Transportation Authority (VA) $0.206 $0.294 Oklahoma Turnpike Authority (OK) $0.053 $0.185 North Carolina Turnpike Authority (NC) $0.189 $0.755 Massachusetts Department of Transportation (MA) $0.050 $0.160 Tampa-Hillsborough County Expressway Authority (FL) $0.180 $0.720 New York State Thruway Authority (NY) $0.049 $0.258 Harris County Toll Road Authority (TX) $0.179 $0.863 Ohio Turnpike and Infrastructure Commission (OH) $0.049 $0.073 Miami-Dade Expressway Authority (FL) $0.171 $0.685 New Jersey Turnpike Authority (NJ) - Garden State Parkway $0.048 $0.214 SH 130 Concession Company, LLC (TX) $0.170 $0.682 Florida Department of Transportation (FL) $0.047 $0.180 Connector 2000 Association (SC) $0.169 $0.531 West Virginia Parkways, Economic Development, and Tourism Authority (WV) $0.044 $0.184 North Texas Tollway Authority (TX) $0.166 $0.663 New Hampshire Department of Transportation (NH) $0.043 $0.187 Delaware Department of Transportation (DE) $0.160 $0.313 Kansas Turnpike Authority (KS) $0.041 $0.128 Texas Department of Transportation (TX) $0.159 $0.501 Indiana Toll Road Concession Company (IN) $0.030 $0.253 North East Texas Regional Mobility Authority (TX) $0.152 $0.609 National Average $0.088 $0.359

Note: Toll rates are for electronic payments at peak hours, if applicable. Toll rates are current as of January 5, 2015. Source: Traffic Engineer

13 Use of Electronic Tolling

• High rate of electronic tolling – currently 87% • Evaded tolls averaged a manageable 5.6% over past three years • Evaded tolls net of evasion recovery averaged 0.9% over past three years

ETC Usage Peer Comparison ETC ETC Name of ETC Usage Usage Toll Agency Name Syste m Rank Rates 1 86.5% Illinois Tollway I-PASS/E-ZPass 2 83.3% Metropolitan Transportation Authority (NY) E-ZPass 3 80.9% Florida Turnpike SunPass 4 80.6% New Jersey Turnpike Authority E-ZPass 5 80.1% Port Authority of New York and New Jersey E-ZPass 6 79.4% North Texas Tollway Authority System TollTag 7 77.1% Indiana Toll Road Concession Company E-ZPass 8 76.7% Harris County Toll Road Authority (Houston) EZ TAG 9 73.8% Massachusetts Department of Transportation E-ZPass 10 73.3% Maryland Transportation Authority E-ZPass 11 69.4% Oklahoma Turnpike Authority PIKEPASS 12 69.3% New York State Thruway Authority E-ZPass 13 68.3% Pennsylvania Turnpike Commission E-ZPass 14 60.4% Bay Area Toll Authority FasTrak 15 48.9% Ohio Turnpike Commission E-ZPass Source: Illinois Tollw ay 2013 CAFR and toll facilities w eb pages; Traffic and Engineer's Report, April 2015 * 2014 rates w ere not available for all agencies as of the w riting of this report.

14 History of Strong Financial Performance and Liquidity

• The Tollway’s financials are forecasted to remain strong, allowing for a sound budget and manageable future debt issuance

2008 2009 2010 2011 2012 2013 2014 Operating Revenues: Toll Revenue $583,647 $592,063 $628,754 $652,674 $922,390 $943,152 $968,972 Toll Evasion Recovery(2) 77,654 54,829 34,924 33,268 32,599 54,221 53,769 Concession & Miscellaneous 6,832 7,960 7,332 10,410 7,377 11,537 12,373 Investment Income 22,980 3,200 1,750 1,064 1,389 866 1,041

Total Operating Revenue $691,113 $658,052 $672,760 $697,416 $963,755 $1,009,776 $1,036,156

Maintenance and Operating Expenses: General Administration $18,382 $20,605 $22,165 $20,522 $19,971 $19,138 $24,192 Engineering & Maintenance 43,899 47,895 45,627 43,667 39,144 43,225 47,614 Toll Services 100,464 91,541 88,580 88,737 93,590 106,321 107,326 Police, Safety and Communication 21,895 22,650 22,811 23,061 22,808 22,551 27,606 Insurance and Employee Benefits 59,635 72,494 71,674 69,988 77,544 86,278 91,082

Total Expenses $244,275 $255,185 $250,857 $245,975 $253,058 $277,513 $297,821

Net Operating Revenues $446,838 $402,867 $421,903 $451,441 $710,697 $732,263 $738,335

Source: Comprehensive Annual Financial Report for the Year Ended December 31, 2013, except 2014 which is preliminary and unaudited.

(1) Determined in accordance with accounting principles set forth in the Indenture and differs from financial statements prepared in accordance with generally accepted accounting principles. Operating Expenses exclude Depreciation and Amortization.

(2) For fiscal years 2008-2011, the amounts shown reflect the dollar amount (tolls plus fines) of violation notices issued in a given fiscal year less estimated bad debt expense for that fiscal year. In 2012, the Tollway changed its accounting of fines to a cash basis, recognizing fines as revenues when collected. The amount of evasion recovery shown in 2012 includes a one- time accounting adjustment of ($11.6 million) to remove the dollar amount of fines receivable net of bad debt expense as of 12/31/2011. In fiscal years 2008 and 2009, toll evasion recovery was high as a backlog was worked through, which backlog was caused by a suspension of violation notices from July 2006 through August 2007 in connection with a transition to a new violation enforcement system and change in systems integrator. Liquidity Position

• The Tollway’s FY 2013 unrestricted net assets total over $755 million, the highest level over the last 10 years • As of 12/31/2013, cash and cash equivalents were $812 million and the Tollway carried over 1080 days cash on hand

15 Historical and Projected Traffic and Revenues

• Forecasted average annual transaction growth is 2.0% from 2015-2040 − Elgin O’Hare Western Access Project is estimated to generate approximately 1.6% of toll revenues in its first year of tolling (2017) and 5.2% in the final year of the Move Illinois Capital Program (2026)

Illinois Tollway System-Wide Annual Transaction & Revenue Forecast

2,500,000 Total Transactions (Actual) Total Revenue (Actual) Total Transactions (Forecast) Total Revenue (Forecast)

2,000,000 1 2 3 4

2012 PC Toll Rate Increase

1,500,000 2005 Toll Rate Increase: CVs and Cash PC 11. 2015 40% CV Toll Rate Increase* 2 1,000,000 2. 2016 7.1% CV Toll Rate Increase 33. 2017 6.7% CV Toll Rate Increase 44. 2018 Implementation of Annual Inflation- Based CV Toll Rate Increases Begin

Traffic 500,000 2012 Transactions Engineer Actual

# of Transactions and $ of Revenues in Thousands Revenues and $ of # of Transactions Forecast Passenger Cars 5.9% Decline 4.2% Decline Commercial Vehicles 2.2% Increase 2.8% Increase - 2000 2002 2004 2006 2008 2010 2012 2014 2016 2018 2020 2022 2024 2026 2028 2030 2032 2034 2036 2038 2040

*Became effective beginning on January 1, 2015 with additional increases to follow. Source: Traffic Engineer Historical revenue (2000-2014) is booked revenue (after evaded tolls). Projected revenue (2015-2040) is expected revenue (before evaded tolls). CV – Commercial Vehicles; PC – Passenger Cars

16 Projected Debt Service Coverage

• Per its Debt Management Guidelines, the Authority will strive to maintain average senior lien debt service coverage near 2.0x

($Millions) Unaud. Projected >>> Projected Oper. Revenues 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 Toll Revenues(1) Existing System(1) $1,029 $1,178 $1,250 $1,346 $1,373 $1,413 $1,472 $1,492 $1,533 $1,610 $1,660 $1,695 $1,738 $1,781 $1,822 $1,856 $1,890 $1,923 (1) Elgin O'Hare Corridor 0 0 0 22 39 41 46 48 49 49 50 58 95 99 100 101 103 104 Subtotal - Toll Revenues $1,029 $1,178 $1,250 $1,367 $1,412 $1,454 $1,518 $1,540 $1,582 $1,659 $1,710 $1,752 $1,834 $1,880 $1,922 $1,958 $1,993 $2,027 Evaded Tolls(2) (60) (70) (62) (68) (71) (73) (76) (77) (79) (83) (85) (88) (92) (94) (96) (98) (100) (101) Evasion Recovery(3) 54 52 46 51 52 54 56 57 59 61 63 65 68 70 71 72 74 75 Concession / Misc. 12 9 8 9 9 9 10 10 10 10 10 11 11 11 11 11 12 12 Investment Income 1 1 3 5 11 16 17 17 18 18 18 18 19 19 19 19 19 19 Total Revenues $1,036 $1,170 $1,244 $1,364 $1,413 $1,461 $1,525 $1,547 $1,589 $1,666 $1,716 $1,758 $1,840 $1,885 $1,927 $1,962 $1,998 $2,031

Projected Oper. Expenses(4) $298 $311 $329 $348 $363 $377 $392 $406 $420 $438 $454 $470 $492 $510 $528 $547 $566 $585 Projected Net Oper. Revs $738 $859 $915 $1,016 $1,051 $1,084 $1,133 $1,141 $1,169 $1,228 $1,262 $1,288 $1,347 $1,375 $1,399 $1,416 $1,432 $1,446

Debt Serv. (excludes 2015A) (5) $308 $351 $346 $346 $356 $356 $356 $356 $356 $356 $356 $369 $400 $400 $400 $400 $400 $400 Pro Forma Debt Serv. Cov'g 2.4 x 2.4 x 2.6 x 2.9 x 3.0 x 3.0 x 3.2 x 3.2 x 3.3 x 3.5 x 3.5 x 3.5 x 3.4 x 3.4 x 3.5 x 3.5 x 3.6 x 3.6 x Projected Net Cash Flow $430 $508 $569 $670 $695 $728 $777 $785 $813 $872 $906 $919 $947 $975 $998 $1,015 $1,032 $1,046

(1) "Toll Revenues", which are the toll revenues that would be collected at applicable toll payments for all vehicles, are unaudited for 2014 and per Traffic Engineer estimates for 2015-2040, increasing 1% annually thereafter. (2) Evaded tolls are unaudited for 2014, as estimated in the Authority's 2015 Budget for 2015, and estimated at 5% of "Toll Revenues" thereafter. (3) Evasion recovery revenues are unaudited for 2014, as estimated in the Authority's 2015 Budget for 2015, and estimated at 74% of the amount of evaded tolls thereafter. (4) Operating expenses are unaudited for 2014, as estimated in the Authority's 2015 Budget for 2015, per Consulting Engineer estimates for 2016-2031, and increasing 4% annually thereafter. (5) Debt Service does not take into account any projected future debt issuance. No credits for Build America Bonds subsidies have been assumed.

17 Bondholder Security

Pledge of Bonds issued under the Indenture are payable solely from and secured solely by a pledge of and lien on Net Revenues Revenues (defined below) of the Tollway System and certain other funds as provided in the Indenture and Funds

For any Fiscal Year, the Revenues, excluding the amounts transferred (i) to the Revenue Fund from the Net Construction Fund and (ii) to the Trustee by the Authority from the System Reserve Account, the Improvement Revenues Account or the Renewal and Replacement Account, less the Operating Expenses for such Fiscal Year or period

The Tollway, which by statute has the exclusive right to set tolls, covenants to set tolls at levels that produce sufficient Net Revenues to meet or exceed the Net Revenue Requirement Rate − Amount necessary to cure deficiencies, if any, in the Debt Service Account, the Debt Reserve Account, any Covenant Junior Bond Debt Service and/or Junior Reserve Account, plus − The greater of (i) the sum of Aggregate Debt Service on Senior Bonds, the Junior Bonds Revenue Requirement and the Renewal and Replacement Deposit or (ii) 1.30x Aggregate Debt Service on Senior Bonds

The amount necessary to cure any deficiencies in the Debt Service and Debt Reserve Accounts (Senior and Junior), plus the greater of: Net Revenue – The sum of: Debt Service and reserve fund requirements on Senior and Junior Bonds and the Renewal and Requirement Replacement Deposit – 1.30x Aggregate Debt Service on the Senior Bonds

Look Back Test #1 - Net Revenues for a period of 12 consecutive months out of the 18 months preceding the issuance of additional senior bonds must exceed the Net Revenue Requirement; Additional and Bonds Test (Senior) Forward-Looking Test #2 - For the current and each fiscal year through the fifth full fiscal year after the date of issuance, Net Revenues shall be at least equal to the estimated Net Revenue Requirement for such Fiscal Year

Debt Reserve The maximum annual Aggregate Debt Service for any Fiscal Year for all Senior Bonds Requirement

18 Flow of Funds

Revenues

Maintenance & Operation Account

Operating Sub-Account

Operating Reserve Sub-Account

Debt Service Account*

Interest Sub-Account*

Principal Sub-Account*

Redemption Sub-Account*

Provider Payment Sub-Account*

Debt Reserve Account*

Junior Bond Debt Service Account*

Junior Bond Debt Service Reserve Account*

Termination Payment Account*

Renewal and Replacement Account

Improvement Account

System Reserve Account

* Reflects accounts held by the Trustee, as applicable

19 Authority’s Debt Profile

• The Authority has approximately $5.0 billion in par amount of bonds outstanding • Future debt issuances will decrease variable-rate exposure over time − Board has provided prior authorization to refund all or a portion of the Series 1998B, 2007A and 2008A VRDBs and the Series 2005A and 2008B fixed rate bonds. The 2008B Bonds are expected to be refunded in 2nd Quarter 2015. Fixed-Rate Debt Debt Profile Series Type Issued Amount ($000s) Outstanding Amount ($000s) 1998A Fixed 202,035 12,200 Synthetic 2005A Fixed 770,000 36,810 Fixed Rate 2008B (1) Fixed 350,000 0* 26% 2009A Fixed 500,000 500,000 2009B Fixed 280,000 280,000 2010A-1 Fixed 279,300 279,300 2013A Fixed 500,000 500,000 2013B-1 Fixed 217,390 217,390 2014A Fixed 378,720 378,720 2014B Fixed 500,000 500,000 2014C Fixed 400,000 400,000 Fixed Rate 2014D Fixed 264,555 264,555 74% 2015A (1) Fixed 350,000* 350,000* Variable Rate Debt Portfolio Swap Notional / Outstanding Est Valuation Series Type Liquidity Provider / Expiration Date of Liquidity and/or Facility Insurer Swap Counter Party(ies) Amount ($000s) ($000s) Goldman Sachs Mitsui 1998B VRDB Landesbank HTG (1/3/2017) AG 123,100 (6,389) JP Morgan Chase Bank Citibank (1/31/2017) Goldman Sachs Bank 2007A-1 VRDB None 350,000 (87,830) Mizuho Bank (3/18/2016) Citibank Bank of Tokyo-Mitsubishi (3/17/2017) BMO Harris Bank N.A. (3/18/2017) Bank of America 2007A-2 VRDB None 350,000 (88,641) Northern Trust Company (3/17/2017) Wells Fargo Bank Royal Bank of Canada (3/17/2017) JPMorgan Chase Bank (2/5/2016) The Bank of New York 2008A-1 VRDB AG 383,100 (86,516) Bank of America (2/5/2016) Deutsche Bank AG 2008A-2 VRDB JPMorgan Chase Bank (2/5/2016) AG Bank of America 95,775 (21,523) Total 1,301,975 (290,899) Estimated swap valuations are as of March 31, 2015. (1) Assumes the issuance of 2015A refunding bonds to advance refund Series 2008B. * Preliminary, subject to change.

20 Current Debt Service Schedule

Current Debt Service Schedule

450,000,000

400,000,000

350,000,000

300,000,000

250,000,000

200,000,000

150,000,000

100,000,000

50,000,000

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Existing Debt Service

21 THANK YOU